Business Acceptance Gap

BUSINESS ACCEPTANCE GAP

This Business Acceptance Gap Agreement (the Agreement) is entered into as of (Effective Date) by and between:

RECITALS

WHEREAS, Provider has furnished services, deliverables, or business capabilities described herein and the parties have conducted acceptance activities pursuant to their underlying contract or purchase order; and

WHEREAS, Client has identified one or more acceptance gaps or deficiencies discovered during acceptance testing or initial production usage that do not prevent limited operational use but require defined remediation; and

WHEREAS, the parties desire to document Client's conditional acceptance of the business capability notwithstanding the identified gaps and to set forth the scope, remediation obligations, payment terms, and risk allocation associated with such acceptance.

SCOPE OF WORK

The parties agree that the acceptance gap and related work are as described below. Provider will perform remediation and other tasks as set forth in this Scope of Work.

PAYMENT TERMS

Client agrees to the following payment terms in consideration for Provider's performance of the remediation and acceptance-related services.

TERM AND TERMINATION

This Agreement commences on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach of its terms if the breaching party fails to cure such breach within days after receipt of written notice. Either party may terminate for convenience upon days' prior written notice to the other party.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical or financial information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential. Each receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to employees and contractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) exercise at least the same degree of care to protect Confidential Information as it uses for its own confidential information, but in no event less than reasonable care. Confidentiality obligations survive termination for a period of three (3) years, except for trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability arising out of or related to this Agreement shall not exceed the total amounts paid or payable by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim. Neither party shall be liable for indirect, incidental, special, or consequential damages, including lost profits, even if advised of the possibility of such damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, together with any attached exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

ACKNOWLEDGMENT OF ACCEPTANCE GAP

Client hereby acknowledges that it is conditionally accepting the business capability despite the identified gap(s) described above, subject to Provider's obligations to remediate in accordance with the Remediation Plan and the payment and liability provisions of this Agreement. Client's conditional acceptance does not waive Provider's obligations to cure or to comply with the acceptance criteria set forth herein.

I acknowledge and agree to the terms of conditional acceptance and remediation described in this Agreement.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in connection with a merger or sale of substantially all assets. Notices under this Agreement shall be in writing and delivered to the addresses set forth above.

Sign Now